lawcorporationsfandomcom-20200214-history
Partnership
A partnership, a form of business, is different from a coporation. Types of partnerships *general partnerships *limited partnerships *limited liability partnership Formalities (pg 70) *Certain types of business enterprises can only be organized - that is - legally formed - by complying with statutory (and sometimes administrative) formatilies and filing with the state. This is true, for example, of corporations, limited parnterships, limited liability partnerships, limited liability limited partnerships, and limited liability companies. Hoewver, some types of business enterprises, most notably sole proprieotrhsips and general partnerships, can be fored without any formatilies or filings.. Four part test to determine if there is a partnership (pg 70-71) *It is said sometimes that where there is no express partnership agreement, a relationships will be considered a partnerships only if four eleents are present: **1) an agreement to share profits **2) an agreement to share losses **3) a mutual right of control or management of the business **4) a community of interest in the venture... Not on liability for partnerships obligations (92-94) *UPA - the provisions of the Uniform Partnership Act governing liability for partnership obligations reflect an amalgam of the entity and aggregate theories. **On the one hand, UPA section 9, 13, and 14 make "the partnership" liable for defined acts of the partners. While it seems to follow that this liability could be enforrced by a suit against the partnership; the UPA does not authroize such as suit because it does not recognzie a partenerships as an entity, and unless authorzied by statute, suit normally cannot be brough against an assocation that is not an entity. **Suit against the individual patners on a partnership obligation is also difficult udner the UPA. At common law, if an "obligation is "joint and several," the obligors can be useud either jointly or separately. If, however, an obligation is only "joint," all the joint obligors must be joined in the suit, subject to a few exceptions where jurisdiction over all the obligors cannot be obtained. *RUPA - unlike the UPA, RUPA section 307(a) specifically provides that a partnership may both sue adn be used in its own name. Furthermore, RUPA section 306 provides that partners are jointly and severally liable for all obligations fo the partnership. **However, RUPA adds a new barrier to collecting against an individual parter - under RUPA 307, a judgment aagianst a partner based on a claim against the partnership cannot be satisfeid against the partern's individual assets unless adn until a judgment on the same claim has been rendered against hte partnership and a writ of execution on that judgment has been returend unsatisfied. Limited Liability Partnership (180-181) - essentially, LLPs are general partnerships, with one core difference and on ancillary difference. *The core difference is that, as the name indicates, the liabilty of the general partners of a limtied laiblity partnerships is less extensive than the liablity of a general partnership *The ancillary difference is that LLPs must be reigstered with the appropriate state office. Every state has no adopted LLP provision *A variant on the LLP is the limited liability limite partnership, LLLP, in which liability of the general partners in a limited partnership is limited.